EXHIBIT 32.1

                          CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-Q of American Express
Certificate Company (the "Company") for the quarterly period ended March 31,
2005, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), Paula R. Meyer, as Chief Executive Officer of the
Company and Brian J. McGrane, as Principal and Chief Financial Officer of
the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of 13(a) or
             15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company.




/s/ Paula R. Meyer
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Name:  Paula R. Meyer
Title: Chief Executive Officer
Date:  May 10, 2005




/s/ Brian J. McGrane
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Name:  Brian J. McGrane
Title: Chief Financial Officer
Date:  May 10, 2005



The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of
2002, and is not being "filed" as part of the Form 10-Q or as a separate
disclosure document for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liability under that section. This certification shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act except to the extent that this Exhibit 32.1
is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.